SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BRF S.A.
(Name of Issuer)
Common shares, no par value per share, including in the form of American Depositary Shares
(Title of Class of Securities)
10552T1071
(CUSIP Number)
Abilio dos Santos Diniz
Att.: Eduardo Rossi and/ or Flavia Almeida
Avenida Brigadeiro Faria Lima 2055, 15th floor
01452-001 São Paulo, SP Brazil
(55 11) 3702 5188
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 5, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
1 | CUSIP number is for the American Depositary Shares (ADSs) of BRF S.A., each representing one common share. |
CUSIP No. 10552T107
| 1. | NAMES OF REPORTING PERSONS Abilio dos Santos Diniz | ||||||
| 2. | (A) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x | ||||||
| 3. | SEC USE ONLY | ||||||
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): AF | ||||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | ||||||
Number of Shares of Beneficially Owned By Each Reporting Person With | 7. | SOLE VOTING POWER 24,053,300 | |||||
| 8. | SHARED VOTING POWER 0 | ||||||
| 9. | SOLE DISPOSITIVE POWER 24,053,300 | ||||||
| 10. | SHARED DISPOSITIVE POWER 0 | ||||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,053,300 | ||||||
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) x | ||||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.98%2 | ||||||
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||||
2 | Based on 806,654,845 Common Shares outstanding, which is the difference between the 812,473,246 issued Common Shares remaining after the Cancellation (as defined below), as reported in the Issuer’s Report on Form 6-K filed on February 26, 2016, and the 5,818,401 Common Shares held in treasury by the Issuer, as reported in the Issuer’s Report on Form 6-K filed on February 29, 2016. | ||||||
This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D relates to the common shares, no par value per share (“Common Shares”), including in the form of American Depositary Shares, of BRF S.A. (the “Issuer”), a sociedade por ações incorporated under laws of the Federative Republic of Brazil, and amends the initial statement on Schedule 13D filed on January 29, 2014 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 have the same meanings ascribed to them in the Schedule 13D.
Tarpon and GIC advised the Reporting Person that they filed an amendment to their respective Schedule 13D filings to update their beneficial ownership. Out of an abundance of caution, the Reporting Person is filing this Amendment No. 1.
As stated in the initial Schedule 13D filed by the Reporting Person on January 29, 2014, the Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any Common Shares beneficially owned by any other person, including Tarpon or GIC, and do not affirm membership in a “group” (within the meaning of Rule 13d-5 under the Exchange Act) with any other person, including Tarpon or GIC. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an acknowledgment or admission that the Reporting Person or any its affiliates is the beneficial owner of any of the Common Shares beneficially owned by any other person, including Tarpon or GIC, for purposes of Section 13(d) of the Exchange Act or for any other purpose. The Reporting Person is responsible for the completeness and accuracy of the information concerning the Reporting Person contained herein, but is not responsible for the completeness and accuracy of the information concerning any other person, including Tarpon or GIC, contained herein.
The disclosure herein is made solely for purpose of compliance with U.S. securities law and regulation and not for any other purpose, including purposes under Brazilian law and regulation.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by amending and restating the first two paragraphs thereof as follows:
The Reporting Person has acquired Common Shares beginning in 2012, through one or more entities directly or indirectly controlled by him. During this period, the Reporting Person has not beneficially owned, at any point, Common Shares representing 5% or more of the total outstanding Common Shares.
Mr. Diniz is the Chairman of the Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 (a, b) of the Schedule 13D is hereby amended by amending and restating the first two paragraphs thereof as follows:
(a, b) The ownership percentages set forth below are based on 806,654,845 Common Shares outstanding, which is the difference between the 812,473,246 issued Common Shares remaining after the Issuer’s cancellation on February 25, 2016 of 60,000,000 Common Shares repurchased by the Issuer under multiple share buyback programs (the “Cancellation”), as reported in the Issuer’s Report on Form 6-K filed on February 26, 2016, and the 5,818,401 Common Shares held in treasury by the Issuer, as reported in the Issuer’s Report on Form 6-K filed on February 29, 2016.
Mr. Diniz may be deemed to be the beneficial owner of 24,053,300 Common Shares, representing 2.98% of the outstanding Common Shares.
Item 6. Contracts Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On March 2, 2016, Tarpon filed a Report on Schedule 13D reporting beneficial ownership of 97,032,185 Common Shares, representing 12.03% of the outstanding Common Shares. On March 3, 2016, GIC filed a Report on Schedule 13D reporting beneficial ownership of 35,179,165 Common Shares, representing 4.36% of the outstanding Common Shares.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct.
| Dated: April 5, 2016 | ABILIO DOS SANTOS DINIZ | |||||
| By: | /s/ Abilio dos Santos Diniz | |||||